These current terms became effective on 22 July 2021.

PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING. THESE TERMS GOVERN YOUR USE OF OUR SERVICES, IMPOSE OBLIGATIONS ON YOU, AND LIMIT OR EXCLUDE OUR LIABILITY TO YOU IN RELATION TO OUR SERVICES. BY SIGNING UP TO USE THE NOOK SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS.

By clicking ‘Sign Up’ during the Nook registration process (your Registration), you accept the terms set out on this webpage (the Terms) on behalf of the person or organisation who has been identified as the ‘customer’ during your Registration (the Customer/you) as a legally binding contract with Payaable Ltd (trading as Nook), a company incorporated in England and Wales with company number 12921042 and with its registered office at 3 Park View Mews, London, England, SW9 0AG (Nook/we/us).

By clicking ‘Sign Up’ you also represent and warrant that you have all necessary capacity and authority to enter into our Agreement on behalf of the Customer as a legally binding contract with Nook in all applicable jurisdictions. If you do not have such capacity or authority, or you do not wish to accept our Agreement on behalf of the Customer, you will not be able to access or use the Nook services governed by these Terms, and you must end the Nook registration process immediately.
  1. Nook Services: These Terms govern the provision by Nook, and the use by the Customer, of the payment and invoicing management software service operated by Nook, on a software-as-a service basis (the Nook Services). The Nook Services are provided to you at no charge, and you acknowledge that the allocation of risk and liability of the parties in these Terms reflects the fact that the Nook Services are provided to you for free.
  2. Duration of rights: Your right to use the Nook Services granted above will begin when you click ‘Sign Up’ during your Registration, and will continue until your rights to use the Nook Service under these Terms is ended in accordance with clause 17 (Termination by Nook) or clause 18 (Termination by Customer) of these Terms (the Service Period).
  3. Variation of these Terms: We may vary these Terms at any time by giving you at least 30 days’ notice. We will post the updated Terms on the Nook website, and, unless you terminate the Service Period in accordance with clause 18 (Termination by Customer) of these Terms, you will be bound by the updated Terms from the end of the 30-day notice period.
  4. Grant of rights: Subject to your compliance with these Terms, we grant you and, through you, those employees or contractors authorised by you to use the Nook Services (Authorised Users), a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable, limited and personal right to use the Nook Services, together with the related user documentation (Documentation) made available through the Nook Services during the Service Period.
  5. Access and use: You may only access and use the Nook Services and Documentation (together the Nook Assets) via the user interface on the Nook website. You should ensure that the hardware, software and Internet connectivity used by any Authorised Users to access the Nook Services is properly configured (including firewalls or other security measures beyond our control).
  6. Service Levels: We will use reasonable efforts to ensure that the Nook Services are available on a 24/7/365 basis, but give no warranty that the Nook Services will be available at any particular time or for any minimum uptime. We will try to give you reasonable advance notice of any period of scheduled maintenance, but reserve the right to suspend the Nook Services at any time to carry out emergency maintenance when required. Please report any issues with the Nook Services to support@nook.io.
  7. Restrictions on access and use: Except as permitted by law, you must not, or allow any other person, to: (a) copy, display, distribute, modify or in any way make available or commercially exploit the Nook Assets; (b) combine or otherwise allow any part of the Nook Assets to become incorporated in any other program or service or develop any derivative works based on the Nook Assets; (c) attempt to reverse engineer, decompile, extract or store any part of the Nook Assets; or (d) observe or test the performance and functionality of the Nook Assets for the purposes of developing any competing product or service.
  8. Compliance with Acceptable Use Policy: You and your Authorised Users must comply with our Acceptable Use Policy throughout the Service Period. You remain liable for the acts or omissions of Authorised Users and we may suspend or terminate your access, or that of any Authorised User, to the Nook Services immediately and without notice if there is any breach of this policy.
  9. Payment services: Where we provide payment services as part of the Nook Services, these will be provided through third-party payment service providers (PSPs). Your use of payment services will be in accordance with the relevant PSP’s terms and conditions, and you agree that we will have no liability to you in respect of your use of any services provided by any PSP during your use of the Nook Services.
  10. Ownership of Intellectual Property Rights: All registered and unregistered intellectual property rights (including copyright, database rights, design rights, rights in computer software, service marks and trade marks) whether existing now or in the future anywhere in the world (Intellectual Property Rights) in and to the Nook Assets belong to and will remain vested in us.
  11. Customer Data: Where you input any data whilst using the Nook Services (Customer Data), you agree that the Nook Services are not designed or intended for use with any data which may have value or pose any risk to you. We will use reasonable efforts to keep Customer Data secure in accordance with best industry practice, but do not give any warranty that Customer Data will be kept confidential or secure, or free from loss, damage, destruction, corruption or unauthorised access or disclosure. You hereby grant Nook (and each of our direct and indirect sub-contractors,) a royalty-free, non-exclusive, sub-licensable (including by multi-tier) licence to use, copy and other otherwise utilise all Customer Data to provide the Nook Services or exercise our rights under these Terms. We will not be required to store or retain any Customer Data during or after the Service Period. Except for the licence granted in this clause 11, you will retain all Intellectual Property Rights in all Customer Data.
  12. Confidentiality: You and we both agree to maintain, throughout the Service Period and for a period of five years following the expiry or termination of the Service Period, the confidentiality of any information shared by either of us or our respective employees or contractors which is either marked confidential or which may reasonably be regarded as confidential by its nature or the circumstances of its disclosure (Confidential Information). Any Confidential Information so disclosed may only be used for the provision or use of the Nook Services, or otherwise to exercise our respective rights and obligations under these Terms. Confidential Information may be disclosed to those of our respective employees, contractors or professional advisers who need to know such information for the provision or use of the Nook Services or as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
  13. Data protection: Except as specified in our Privacy Policy (available at https://nook.io/privacy), Nook is the processor and the Customer is the controller for personal data processed in the provision of Nook Services. As there is a controller-processor relationship between us, these Terms include our Data Processing Addendum (available at https://nook.io/data-processing) which sets out our respective obligations. We receive legal advice to ensure that we understand our data protection obligations and compliance requirements. Our contracts with third parties include binding confidentiality and data protection clauses and we perform due diligence when we select our providers. We install anti-virus software and other technical solutions to help reduce the risk of security incidents. You are responsible for implementing your own appropriate organisational and technical security measures to protect your organisation and business.
  14. Feedback: Subject to the Privacy Policy, we may use any feedback and suggestions for improvements or changes relating to the Nook Services (or other services) provided by you or by any Authorised User (Feedback) for any purpose without charge or limitation.
  15. Anonymised and aggregated usage monitoring: We may monitor and use data that has been anonymised and aggregated (using best industry practices) on the use and performance of the Application including to: (a) detect threats or errors to the Nook Services or our operations; (b) better understand how the Nook Services are being used by, and the value they provide to, our customers; (c) determine areas of improvement of our services; and (d) ensure compliance with these Terms.
  16. Virus protection: We will use reasonable endeavours to ensure that no software or material which is malicious or technologically harmful (Virus) is introduced into any of the Nook Assets or your devices, systems and networks. However, we recommend that you and your Authorised Users (as appropriate) implement appropriate Virus protection software on your devices, systems and networks.
  17. Termination by Nook: We may terminate the Service Period:at any time by giving you 60 days’ notice;if you have not actively used the Nook Services for a consecutive 60-day period, provided that we will contact you to give you at least 30 days’ notice of such termination, and if you actively use the Nook Services within that 30-day notice period, we will not terminate the Service Period;in accordance with clause 7 (Restrictions on access and use); or immediately if at any time you breach, or we have reasonable grounds to believe you have breached, any of these Terms.
  18. Termination by Customer: You may terminate the Service Period at any time by emailing us at support@nook.io.
  19. Consequences of Termination: At the end of the Service Period, your rights to access and use the Nook Services will end immediately, and, except for any provisions of these Terms that expressly or by implication survive termination (which shall continue in full force and effect), neither you nor us will have any further obligation under these Terms. We will delete all Customer Data for which Nook acts as processor within 30 days of the date of termination. The end of the Service Period will not affect any accrued rights and liabilities of either party at any time up to the date of termination.
  20. Disclaimer: The Nook Assets are provided on an ‘as is’ and ‘as available’ basis and we do not guarantee that access to and use of the Nook Assets will be uninterrupted or error-free or that we will correct any defects or errors in the Nook Assets identified by you. Except as set out in these Terms, no conditions, representations, warranties or other terms of any kind are given in relation to the Nook Assets and all such terms that may be implied by applicable law are excluded to the extent permitted by applicable law.
  21. Limitation of liability: Except for any liability which cannot be excluded or limited by applicable law, the liability of each party to the other under these Terms will be limited to a total aggregate amount of £1,000.
  22. General

    Notices
    : Any notice given by a party under these Terms shall be sent: for Nook, to notice@nook.io; and for Customer, to the email address you provide during your Registration. Any notice will be deemed received 24 hours after the time sent, if sent to the correct email address and no notice of delivery failure is received.

    Severance: If any provision of these Terms (or part of any term) is or becomes unenforceable, the enforceability of any other provision of these Terms will not be affected.

    Third party rights: A person who is not a party to the agreement as set out in these Terms (including any of our respective affiliates) will not have any rights to enforce any of these Terms.

    Waiver: No failure or delay by either of us in exercising any right or remedy provided by law or under these Terms will operate as a waiver of such right or remedy or preclude the future exercise of such right or remedy.

    Governing law and jurisdiction: These Terms will be governed by and interpreted in accordance with English law. You and we irrevocably agree that the English courts will have exclusive jurisdiction in relation to any dispute or claim arising out of any breach of these Terms or their subject matter or formation.